4//SEC Filing
TRC COMPANIES INC /DE/ 4
Accession 0001104659-17-041172
CIK 0000103096operating
Filed
Jun 22, 8:00 PM ET
Accepted
Jun 23, 10:21 AM ET
Size
17.4 KB
Accession
0001104659-17-041172
Insider Transaction Report
Form 4
Vincze Christopher P
DirectorCEO and Chairman
Transactions
- Disposition to Issuer
Common Stock
2017-06-21$17.55/sh−1,310,971$23,007,541→ 0 total - Tax Payment
Common Stock
2016-08-22$6.25/sh−6,930$43,313→ 1,647,757 total - Tax Payment
Common Stock
2016-10-17$8.35/sh−26,760$223,446→ 1,606,882 total - Award
Common Stock
2017-06-21+57,563→ 1,652,852 total - Other
Common Stock
2017-06-21−269,033→ 1,310,971 total - Tax Payment
Common Stock
2016-09-05$8.72/sh−14,115$123,083→ 1,633,642 total - Tax Payment
Common Stock
2016-10-28$8.15/sh−11,593$94,483→ 1,595,289 total - Other
Common Stock
2017-06-21−72,848→ 1,580,004 total
Footnotes (5)
- [F1]Represents the closing price of the common stock of TRC Companies, Inc. (the "Company") on the vesting date or, with respect to a vesting date that fell on a non-business day, the closing price of the Company's common stock on the immediately preceding business day.
- [F2]Represents adjustments to previously reported grants of performance stock units ("PSUs") to reflect actual payout levels of (i) 150% for fiscal 2015, (ii) 55% for fiscal 2016 and (iii) 133% for fiscal 2017 based on actual achievement as of the June 21, 2017 effective time of the Company's merger with affiliates of New Mountain Partners IV, L.P. (the "Effective Time").
- [F3]Pursuant to a rollover agreement between the reporting person and Bolt Topco Holdings, L.L.C., an affiliate of Parent ("TopCo"), the reporting person contributed 72,848 shares of the Company's common stock to TopCo immediately prior to the Effective Time in exchange for exchange units in TopCo, at a value equal to the product of (i) the number of common shares contributed and (ii) $17.55 (the "Merger Consideration").
- [F4]Pursuant to a rollover agreement between the reporting person and TopCo, 269,033 unvested restricted stock units and PSUs (collectively, "Restricted Awards") held by the reporting person were converted into incentive units of TopCo immediately prior to the Effective Time, at a value equal to the product of (i) the number of converted Restricted Awards and (ii) the Merger Consideration.
- [F5]Represents 928,498 shares of the Company's common stock and 382,473 Restricted Awards held prior to the Effective Time. At the Effective Time, each share of the Company's common stock was cancelled and converted into the right to receive cash in an amount per share (subject to any applicable withholding tax) equal to the Merger Consideration. Each such Restricted Award vested immediately prior to the Effective Time (with unvested PSUs vesting in amounts corresponding to actual achievement of applicable performance goals as disclosed in note 2 above) and at the Effective Time was cancelled and converted into the right to receive an amount in cash equal to the Merger Consideration.
Documents
Issuer
TRC COMPANIES INC /DE/
CIK 0000103096
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000103096
Filing Metadata
- Form type
- 4
- Filed
- Jun 22, 8:00 PM ET
- Accepted
- Jun 23, 10:21 AM ET
- Size
- 17.4 KB